sc13da808511008_05262016.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 8)1

Asta Funding, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

046220109
(CUSIP Number)
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 25, 2016
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
OO

 
2
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
THE MANGROVE PARTNERS FUND, L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
PN

 
3
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
MANGROVE PARTNERS FUND (CAYMAN), LTD.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
OO

 
4
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
MANGROVE PARTNERS
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
OO

 
5
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
MANGROVE CAPITAL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
OO

 
6
 
CUSIP NO. 046220109
 
1
NAME OF REPORTING PERSON
 
NATHANIEL AUGUST
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) x
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
4,005,701
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
4,005,701
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,005,701
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
33.3%
14
TYPE OF REPORTING PERSON
 
IN

 
7
 
CUSIP NO. 046220109
 
EXPLANATORY NOTE
 
This Amendment No. 8 (this “Amendment No. 8”) amends Items 6 and 7 to reflect changes to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 2, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on March 17, 2016, as amended by Amendment No. 2 to Schedule 13D filed with the SEC on March 22, 2016, as amended by Amendment No. 3 to Schedule 13D filed with the SEC on April 5, 2016, as amended by Amendment No. 4 to Schedule 13D filed with the SEC on April 15, 2016, as amended by Amendment No. 5 to Schedule 13D filed with the SEC on April 28, 2016, as amended by Amendment No. 6 to the Schedule 13D filed with the SEC on May 12, 2016, and as amended by Amendment No.7 to the Schedule 13D filed with the SEC on May 19, 2016 (as so amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
Item 6 is hereby amended to add the following:
 
On May 25, 2016, the Reporting Persons and the Issuer entered into a confidentiality agreement whereby the Reporting Persons and Issuer agreed to certain confidentiality provisions, as well as certain standstill provisions (the “Confidentiality Agreement”). Pursuant to the Confidentiality Agreement, the Issuer will make available to the Reporting Persons certain confidential information relating to the Issuer and the Reporting Persons will make available to the Issuer certain confidential information about the Reporting Persons.
 
The Confidentiality Agreement includes, among other items, certain standstill provisions that prohibit each party from: (i) commencing any litigation against the other party, (ii) making any filing with the Securities and Exchange Commission of a proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise or call any annual or special meeting of stockholders of the Issuer, (iii) publicly referring to: (a) the Confidential Information or Discussion Information (each as defined in the Confidentiality Agreement), (b) any annual or special meetings of stockholders of the Issuer or (c) any prior discussions between the Parties, including in any filing with the Securities and Exchange Commission (including any proxy solicitation materials, preliminary proxy statement, definitive proxy statement or otherwise), in any press release or in any other written or oral disclosure to a third party, (iv) making any purchases of the Issuer’s securities, including, but not limited to, pursuant to any stock buyback plans, tender offers, open market purchases, privately negotiated transactions or otherwise, (v) making or proposing to make any amendments to the Issuer’s Certificate of Incorporation, as amended or By-laws, as amended, (vi) adopting, renewing, proposing or otherwise entering into a Shareholder Rights Plan with respect to the Issuer’s securities, (vii) adopting or proposing any changes to the Issuer’s capital structure or (viii) negotiating, discussing, entering into, proposing or otherwise transacting in any extraordinary transactions with respect to the Issuer, outside the ordinary course of business, including, but not limited to, any mergers, asset sales or asset purchases. The standstill provisions of the Confidentiality Agreement will expire 30 days following the tenth business day after either party has given written notice ending the discussions. The following description of the Confidentiality Agreement is qualified in its entirety by reference to the Confidentiality Agreement, which is attached hereto as Exhibit 99.10 and is incorporated herein by reference.
 
 
8
 
CUSIP NO. 046220109
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.10
Confidentiality Agreement, dated May 25, 2016, by and between the Reporting Persons and the Issuer.
 
 
9
 
CUSIP NO. 046220109
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated: May 26, 2016
 
 
THE MANGROVE PARTNERS MASTER FUND, LTD.
   
 
By:
MANGROVE PARTNERS
   
as Investment Manager
     
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director
   
 
 
THE MANGROVE PARTNERS FUND, L.P.
   
 
By:
MANGROVE CAPITAL
   
as General Partner
     
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director
   
 
 
MANGROVE PARTNERS FUND (CAYMAN), LTD.
   
 
By:
MANGROVE PARTNERS
   
as Investment Manager
     
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director
   
 
 
MANGROVE PARTNERS
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director
 
 
10
 
CUSIP NO. 046220109
 
 
MANGROVE CAPITAL
   
 
By:
/s/ Nathaniel August
   
Name:
Nathaniel August
   
Title:
Director
 
   
 
/s/ Nathaniel August
 
NATHANIEL AUGUST
 
 
11